Exhibit 10.16

                               IPEC HOLDINGS INC.
                             2002 STOCK OPTION PLAN
                  (As Amended and Restated Through March 2004)

1.    Purpose; Effectiveness of the Plan.

      (a)   The purpose of this Plan is to advance the interests of the Company
            and its stockholders by helping the Company obtain and retain the
            services of employees, officers, consultants, and directors, upon
            whose judgment, initiative and efforts the Company is substantially
            dependent, and to provide those persons with further incentives to
            advance the interests of the Company.

      (b)   This Plan will become effective on the date of its adoption by the
            Board, provided the Plan is approved by the stockholders of the
            Company (excluding holders of shares of Stock issued by the Company
            pursuant to the exercise of options granted under this Plan) within
            twelve months before or after that date. If the Plan is not so
            approved by the stockholders of the Company, any options granted
            under this Plan will be rescinded and will be void. This Plan will
            remain in effect until it is terminated by the Board or the
            Committee (as defined hereafter) under section 9 hereof, except that
            no ISO (as defined herein) will be granted after the tenth
            anniversary of the date of this Plan's adoption by the Board. This
            Plan will be governed by, and construed in accordance with, the laws
            of the State of Nevada.

2.    Certain Definitions.

      Unless the context otherwise requires, the following defined terms
      (together with other capitalized terms defined elsewhere in this Plan)
      will govern the construction of this Plan, and of any stock option
      agreements entered into pursuant to this Plan:

      (a)   "10% Stockholder" means a person who owns, either directly or
            indirectly by virtue of the ownership attribution provisions set
            forth in Section 424(d) of the Code at the time he or she is granted
            an Option, stock possessing more than ten percent (10%) of the total
            combined voting power or value of all classes of stock of the
            Company and/or of its subsidiaries;

      (b)   "1933 Act" means the federal Securities Act of 1933, as amended;

      (c)   "Board" means the Board of Directors of the Company;

      (d)   "Called for under an Option," or words to similar effect, means
            issuable pursuant to the exercise of an Option;

      (e)   "Code" means the Internal Revenue Code of 1986, as amended
            (references herein to Sections of the Code are intended to refer to
            Sections of the Code as enacted at the time of this Plan's adoption
            by the Board and as subsequently amended, or to any


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            substantially similar successor provisions of the Code resulting
            from recodification, renumbering or otherwise);

      (f)   "Committee" means a committee of two or more Disinterested
            Directors, appointed by the Board, to administer and interpret this
            Plan; provided that the term "Committee" will refer to the Board
            during such times as no Committee is appointed by the Board;

      (g)   "Company" means IPEC Holdings Inc. (formerly Golden Hole, Inc.), a
            Nevada corporation;

      (h)   "Disability" has the same meaning as "permanent and total
            disability," as defined in Section 22(e)(3) of the Code;

      (i)   "Disinterested Director" means a member of the Board who is not
            during the period of one year prior to his or her service as an
            administrator of the Plan, or during the period of such service,
            granted or awarded Stock, options to acquire Stock, or similar
            equity securities of the Company under this Plan or any similar plan
            of the Company, other than the grant of a Formula Option pursuant to
            section 6(m) of this Plan;

      (j)   "Eligible Participants" means persons who, at a particular time, are
            employees, officers, consultants, or directors of the Company or its
            subsidiaries;

      (k)   "Fair Market Value" means, with respect to the Stock and as of the
            date an ISO or a Formula Option is granted hereunder, the market
            price per share of such Stock determined by the Committee,
            consistent with the requirements of Section 422 of the Code and to
            the extent consistent therewith, as follows:

            (i)   If the Stock was traded on a stock exchange on the date in
                  question, then the Fair Market Value will be equal to the
                  closing price reported by the applicable
                  composite-transactions report for such date;

            (ii)  If the Stock was traded over-the-counter on the date in
                  question and was classified as a national market issue, then
                  the Fair Market Value will be equal to the last-transaction
                  price quoted by the NASDAQ system for such date;

            (iii) If the Stock was traded over-the-counter on the date in
                  question but was not classified as a national market issue,
                  then the Fair Market Value will be equal to the average of the
                  last reported representative bid and asked prices quoted by
                  the NASDAQ system for such date; and

            (iv)  If none of the foregoing provisions is applicable, then the
                  Fair Market Value will be determined by the Committee in good
                  faith on such basis as it deems appropriate.


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      (l)   "Formula Option" means an NSO granted to members of the Committee
            pursuant to section 6(m) hereof;

      (m)   "ISO" has the same meaning as "incentive stock option," as defined
            in Section 422 of the Code;

      (n)   "Just Cause Termination" means a termination by the Company of an
            Optionee's employment by and/or service to the Company (or if the
            Optionee is a director, removal of the Optionee from the Board by
            action of the stockholders or, if permitted by applicable law and
            the by-laws of the Company, the other directors), in connection with
            the good faith determination of the Company's board of directors (or
            of the Company's stockholders if the Optionee is a director and the
            removal of the Optionee from the Board is by action of the
            stockholders, but in either case excluding the vote of the Optionee
            if he or she is a director or a stockholder) that the Optionee has
            engaged in any acts involving dishonesty or moral turpitude or in
            any acts that materially and adversely affect the business, affairs
            or reputation of the Company or its subsidiaries;

      (o)   "NSO" means any option granted under this Plan whether designated by
            the Committee as a "non-qualified stock option," a "non-statutory
            stock option" or otherwise, other than an option designated by the
            Committee as an ISO, or any option so designated but which, for any
            reason, fails to qualify as an ISO pursuant to Section 422 of the
            Code and the rules and regulations thereunder;

      (p)   "Option" means an option granted pursuant to this Plan entitling the
            option holder to acquire shares of Stock issued by the Company
            pursuant to the valid exercise of the option;

      (q)   "Option Agreement" means an agreement between the Company and an
            Optionee, in form and substance satisfactory to the Committee in its
            sole discretion, consistent with this Plan;

      (r)   "Option Price" with respect to any particular Option means the
            exercise price at which the Optionee may acquire each share of the
            Option Stock called for under such Option;

      (s)   "Option Stock" means Stock issued or issuable by the Company
            pursuant to the valid exercise of an Option;

      (t)   "Optionee" means an Eligible Participant to whom Options are granted
            hereunder, and any transferee thereof pursuant to a Transfer
            authorized under this Plan;

      (u)   "Plan" means this 2002 Stock Option Plan of the Company;


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      (v)   "QDRO" has the same meaning as "qualified domestic relations order"
            as defined in Section 414(p) of the Code;

      (w)   "Stock" means shares of the Company's Common Stock, $0.0001 par
            value;

      (x)   "Subsidiary" has the same meaning as "Subsidiary Corporation" as
            defined in Section 424(f) of the Code;

      (y)   "Transfer," with respect to Option Stock, includes, without
            limitation, a voluntary or involuntary sale, assignment, transfer,
            conveyance, pledge, hypothecation, encumbrance, disposal, loan,
            gift, attachment or levy of such Option Stock, including without
            limitation an assignment for the benefit of creditors of the
            Optionee, a transfer by operation of law, such as a transfer by will
            or under the laws of descent and distribution, an execution of
            judgment against the Option Stock or the acquisition of record or
            beneficial ownership thereof by a lender or creditor, a transfer
            pursuant to a QDRO, or to any decree of divorce, dissolution or
            separate maintenance, any property settlement, any separation
            agreement or any other agreement with a spouse (except for estate
            planning purposes) under which a part or all of the shares of Option
            Stock are transferred or awarded to the spouse of the Optionee or
            are required to be sold; or a transfer resulting from the filing by
            the Optionee of a petition for relief, or the filing of an
            involuntary petition against such Optionee, under the bankruptcy
            laws of the United States or of any other nation.

3.    Eligibility.

      The Company may grant Options under this Plan only to persons who are
      Eligible Participants as of the time of such grant. Subject to the
      provisions of sections 4(d), 5 and 6 hereof, there is no limitation on the
      number of Options that may be granted to an Eligible Participant.

4.    Administration.

      (a)   Committee. The Committee, if appointed by the Board, will administer
            this Plan. If the Board, in its discretion, does not appoint such a
            Committee, the Board itself will administer this Plan and take such
            other actions as the Committee is authorized to take hereunder;
            provided that the Board may take such actions hereunder in the same
            manner as the Board may take other actions under the Company's
            Articles of Incorporation and By-laws generally.

      (b)   Authority and Discretion of Committee. The Committee will have full
            and final authority in its discretion, at any time and from time to
            time, subject only to the express terms, conditions and other
            provisions of the Company's Articles of incorporation, by-laws and
            this Plan, and the specific limitations on such discretion set forth
            herein:


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            (i)   to select and approve the persons who will be granted Options
                  under this Plan from among the Eligible Participants, and to
                  grant to any person so selected one or more Options to
                  purchase such number of shares of Option Stock as the
                  Committee may determine;

            (ii)  to determine the period or periods of time during which
                  Options may be exercised, the Option Price and the duration of
                  such Options, and other matters to be determined by the
                  Committee in connection with specific Option grants and
                  Options Agreements as specified under this Plan;

            (iii) to interpret this Plan, to prescribe, amend and rescind rules
                  and regulations relating to this Plan, and to make all other
                  determinations necessary or advisable for the operation and
                  administration of this Plan; and

            (iv)  to delegate all or a portion of its authority under
                  subsections (i) and (ii) of this section 4(b) to one or more
                  directors of the Company who are executive officers of the
                  Company, but only in connection with Options granted to
                  Eligible Participants who are not subject to the reporting and
                  liability provisions of Section 16 of the Securities Exchange
                  Act of 1934, as amended, and the rules and regulations
                  thereunder, and subject to such restrictions and limitations
                  (such as the aggregate number of shares of Option Stock called
                  for by such Options that may be granted) as the Committee may
                  decide to impose on such delegate directors.

      (c)   Limitation on Authority. Notwithstanding the foregoing, or any other
            provision of this Plan, the Committee will have no authority:

            (i)   to grant Options to any of its members, whether or not
                  approved by the Board; and

            (ii)  to determine any matters, or exercise any discretion, in
                  connection with the Formula Options under section 6(m) hereof,
                  to the extent that the power to make such determinations or to
                  exercise such discretion would cause one or more members of
                  the Committee no longer to be "Disinterested Directors" within
                  the meaning of section 2(i) above.

      (d)   Designation of Options. Except as otherwise provided herein, the
            Committee will designate any Option granted hereunder either as an
            ISO or as an NSO. To the extent that the Fair Market Value
            (determined at the time the Option is granted) of Stock with respect
            to which all ISOs are exercisable for the first time by any
            individual during any calendar year (pursuant to this Plan and all
            other plans of the Company and/or its subsidiaries) exceeds
            $100,000, such option will be treated as an NSO. Notwithstanding the
            general eligibility provisions of section 3 hereof, the Committee
            may grant ISOs only to persons who are employees of the Company
            and/or its subsidiaries.


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      (e)   Option Agreements. Options will be deemed granted hereunder only
            upon the execution and delivery of an Option Agreement by the
            Optionee and a duly authorized officer of the Company. Options will
            not be deemed granted hereunder merely upon the authorization of
            such grant by the Committee.

5.    Shares Reserved for Options.

      (a)   Option Pool. The aggregate number of shares of Option Stock that may
            be issued pursuant to the exercise of Options granted under this
            Plan initially will not exceed One Million Seven Hundred Fifty
            Thousand (1,750,000) (the "Option Pool"), provided that such number
            automatically shall be adjusted quarterly on the beginning of the
            Company's fiscal quarter to a number equal to 20% of the number of
            shares of Stock of the Company outstanding at the end of the
            Company's last completed fiscal quarter, or 1,750,000 shares,
            whichever is greater, and provided further that such number will be
            increased by the number of shares of Option Stock that the Company
            subsequently may reacquire through repurchase or otherwise. Shares
            of Option Stock that would have been issuable pursuant to Options,
            but that are no longer issuable because all or part of those Options
            have terminated or expired, will be deemed not to have been issued
            for purposes of computing the number of shares of Option Stock
            remaining in the Option Pool and available for issuance.

      (b)   Adjustments Upon Changes in Stock. In the event of any change in the
            outstanding Stock of the Company as a result of a stock split,
            reverse stock split, stock dividend, recapitalization, combination
            or reclassification, appropriate proportionate adjustments will be
            made in:

            (i)   the aggregate number of shares of Option Stock in the Option
                  Pool that may be issued pursuant to the exercise of Options
                  granted hereunder;

            (ii)  the Option Price and the number of shares of Option Stock
                  called for in each outstanding Option granted hereunder; and

            (iii) other rights and matters determined on a per share basis under
                  this Plan or any Option Agreement hereunder. Any such
                  adjustments will be made only by the Board, and when so made
                  will be effective, conclusive and binding for all purposes
                  with respect to this Plan and all Options then outstanding. No
                  such adjustments will be required by reason of the issuance or
                  sale by the Company for cash or other consideration of
                  additional shares of its Stock or securities convertible into
                  or exchangeable for shares of its Stock.

6.    Terms of Stock Option Agreements.

      Each Option granted pursuant to this Plan will be evidenced by an
      agreement (an "Option Agreement") between the Company and the person to
      whom such Option is granted, in form


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      and substance satisfactory to the Committee in its sole discretion,
      consistent with this Plan. Without limiting the foregoing, each Option
      Agreement (unless otherwise stated therein) will be deemed to include the
      following terms and conditions:

      (a)   Covenants of Optionee. At the discretion of the Committee, the
            person to whom an Option is granted hereunder, as a condition to the
            granting of the Option, must execute and deliver to the Company a
            confidential information agreement approved by the Committee.
            Nothing contained in this Plan, any Option Agreement or in any other
            agreement executed in connection with the granting of an Option
            under this Plan will confer upon any Optionee any right with respect
            to the continuation of his or her status as an employee of,
            consultant or independent contractor to, or director of, the Company
            or its subsidiaries.

      (b)   Vesting Periods. Except as otherwise provided herein, each Option
            Agreement may specify the period or periods of time within which
            each Option or portion thereof will first become exercisable (the
            "Vesting Period") with respect to the total number of shares of
            Option Stock called for thereunder (the "Total Award Option Stock").
            Such Vesting Periods will be fixed by the Committee in its
            discretion, and may be accelerated or shortened by the Committee in
            its discretion.

      (c)   Exercise of the Option.

            (i)   Mechanics and Notice. An Option may be exercised to the extent
                  exercisable (1) by giving written notice of exercise to the
                  Company, specifying the number of full shares of Option Stock
                  to be purchased and accompanied by full payment of the Option
                  Price thereof and the amount of withholding taxes pursuant to
                  subsection 6(c)(ii) below; and (2) by giving assurances
                  satisfactory to the Company that the shares of Option Stock to
                  be purchased upon such exercise are being purchased for
                  investment and not with a view to resale in connection with
                  any distribution of such shares in violation of the 1933 Act;
                  provided, however, that in the event the Option Stock called
                  for under the Option is registered under the 1933 Act, or in
                  the event resale of such Option Stock without such
                  registration would otherwise be permissible, this second
                  condition will be inoperative if, in the opinion of counsel
                  for the Company, such condition is not required under the 1933
                  Act, or any other applicable law, regulation or rule of any
                  governmental agency.

            (ii)  Withholding Taxes. As a condition to the issuance of the
                  shares of Option Stock upon full or partial exercise of an NSO
                  granted under this Plan, the Optionee will pay to the Company
                  in cash, or in such other form as the Committee may determine
                  in its discretion, the amount of the Company's tax withholding
                  liability required in connection with such exercise. For
                  purposes of this subsection 6(c)(ii), "tax withholding
                  liability" will mean all federal and state income taxes,
                  social security tax, and any other taxes applicable to


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                  the compensation income arising from the transaction required
                  by applicable law to be withheld by the Company.

      (d)   Payment of Option Price. Each Option Agreement will specify the
            Option Price with respect to the exercise of Option Stock
            thereunder, to be fixed by the Committee in its discretion, but in
            no event will the Option Price for an ISO granted hereunder be less
            than the Fair Market Value (or, in case the Optionee is a 10%
            Stockholder, one hundred ten percent (110%) of such Fair Market
            Value) of the Option Stock at the time such ISO is granted, and in
            no event will the Option Price for an NSO granted hereunder be less
            than eighty-five percent (85%) of Fair Market Value. The Option
            Price will be payable to the Company in United States dollars in
            cash or by check or, such other legal consideration as may be
            approved by the Committee, in its discretion.

            (i)   For example, the Committee, in its discretion, may permit a
                  particular Optionee to pay all or a portion of the Option
                  Price, and/or the tax withholding liability set forth in
                  subsection 6(c)(ii) above, with respect to the exercise of an
                  Option either by surrendering shares of Stock already owned by
                  such Optionee or by withholding shares of Option Stock,
                  provided that the Committee determines that the fair market
                  value of such surrendered Stock or withheld Option Stock is
                  equal to the corresponding portion of such Option Price and/or
                  tax withholding liability, as the case may be, to be paid for
                  therewith.

            (ii)  If the Committee permits an Optionee to pay any portion of the
                  Option Price and/or tax withholding liability with shares of
                  Stock with respect to the exercise of an Option (the
                  "Underlying Option") as provided in subsection 6(d)(i) above,
                  then the Committee, in its discretion, may grant to such
                  Optionee (but only if Optionee remains an Eligible Participant
                  at that time) additional NSOs, the number of shares of Option
                  Stock called for thereunder to be equal to all or a portion of
                  the Stock so surrendered or withheld (a "Replacement Option").
                  Each Replacement Option will be evidenced by an Option
                  Agreement. Unless otherwise set forth therein, each
                  Replacement Option will be immediately exercisable upon such
                  grant (without any Vesting Period) and will be coterminous
                  with the Underlying Option. The Committee, in its sole
                  discretion, may establish such other terms and conditions for
                  Replacement Options as it deems appropriate.

      (e)   Termination of the Option. Except as otherwise provided herein, each
            Option Agreement will specify the period of time, to be fixed by the
            Committee in its discretion, during which the Option granted therein
            will be exercisable, not to exceed ten years from the date of grant
            in the case of an ISO (the "Option Period"); provided that the
            Option Period will not exceed five years from the date of grant in
            the case of an ISO granted to a 10% Stockholder. To the extent not
            previously exercised, each Option will terminate upon the expiration
            of the Option Period specified in the


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            Option Agreement; provided, however, that each such Option will
            terminate, if earlier:

            (i)   ninety days after the date that the Optionee ceases to be an
                  Eligible Participant for any reason, other than by reason of
                  death or disability or a Just Cause Termination;

            (ii)  twelve months after the date that the Optionee ceases to be an
                  Eligible Participant by reason of such person's death or
                  disability; or

            (iii) immediately as of the date that the Optionee ceases to be an
                  Eligible Participant by reason of a Just Cause Termination.

            In the event of a sale or all or substantially all of the assets of
            the Company, or a merger or consolidation or other reorganization in
            which the Company is not the surviving corporation, or in which the
            Company becomes a subsidiary of another corporation (any of the
            foregoing events, a "Corporate Transaction"), then notwithstanding
            anything else herein, the right to exercise all then outstanding
            Options will vest immediately prior to such Corporate Transaction
            and will terminate immediately after such Corporate Transaction;
            provided, however, that if the Board, in its sole discretion,
            determines that such immediate vesting of the right to exercise
            outstanding Options is not in the best interests of the Company,
            then the successor corporation must agree to assume the outstanding
            Options or substitute therefor comparable options of such successor
            corporation or a parent or subsidiary of such successor corporation.

      (f)   Options Nontransferable. No Option will be transferable by the
            Optionee otherwise than by will or the laws of descent and
            distribution, or in the case of an NSO, pursuant to a QDRO. During
            the lifetime of the Optionee, the Option will be exercisable only by
            him or her, or the transferee of an NSO if it was transferred
            pursuant to a QDRO.

      (g)   Qualification of Stock. The right to exercise an Option will be
            further subject to the requirement that if at any time the Board
            determines, in its discretion, that the listing, registration or
            qualification of the shares of Option Stock called for thereunder
            upon any securities exchange or under any state or federal law, or
            the consent or approval of any governmental regulatory authority, is
            necessary or desirable as a condition of or in connection with the
            granting of such Option or the purchase of shares of Option Stock
            thereunder, the Option may not be exercised, in whole or in part,
            unless and until such listing, registration, qualification, consent
            or approval is effected or obtained free of any conditions not
            acceptable to the Board, in its discretion.

      (h)   Additional Restrictions on Transfer. By accepting Options and/or
            Option Stock under this Plan, the Optionee will be deemed to
            represent, warrant and agree as follows:


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            (i)   Securities Act of 1933. The Optionee understands that the
                  shares of Option Stock have not been registered under the 1933
                  Act, and that such shares are not freely tradeable and must be
                  held indefinitely unless such shares are either registered
                  under the 1933 Act or an exemption from such registration is
                  available. The Optionee understands that the Company is under
                  no obligation to register the shares of Option Stock.

            (ii)  Other Applicable Laws. The Optionee further understands that
                  Transfer of the Option Stock requires full compliance with the
                  provisions of all applicable laws.

            (iii) Investment Intent. Unless a registration statement is in
                  effect with respect to the sale of Option Stock obtained
                  through exercise of Options granted hereunder: (1) Upon
                  exercise of any Option, the Optionee will purchase the Option
                  Stock for his or her own account and not with a view to
                  distribution within the meaning of the 1933 Act, other than as
                  may be effected in compliance with the 1933 Act and the rules
                  and regulations promulgated thereunder; (2) no one else will
                  have any beneficial interest in the Option Stock; and (3) he
                  or she has no present intention of disposing of the Option
                  Stock at any particular time.

      (i)   Compliance with Law. Notwithstanding any other provision of this
            Plan, Options may be granted pursuant to this Plan, and Option Stock
            may be issued pursuant to the exercise thereof by an Optionee, only
            after there has been compliance with all applicable federal and
            state securities laws, and all of the same will be subject to this
            overriding condition. The Company will not be required to register
            or qualify Option Stock with the Securities and Exchange Commission
            or any State agency, except that the Company will register with, or
            as required by local law, file for and secure an exemption from such
            registration requirements from, the applicable securities
            administrator and other officials of each jurisdiction in which an
            Eligible Participant would be granted an Option hereunder prior to
            such grant.

      (j)   Stock Certificates. Certificates representing the Option Stock
            issued pursuant to the exercise of Options will bear all legends
            required by law and necessary to effectuate this Plan's provisions.
            The Company may place a "stop transfer" order against shares of the
            Option Stock until all restrictions and conditions set forth in this
            Plan and in the legends referred to in this section 6(k) have been
            complied with.

      (k)   Notices. Any notice to be given to the Company under the terms of an
            Option Agreement will be addressed to the Company at its principal
            executive office, Attention: Corporate Secretary, or at such other
            address as the Company may designate in writing. Any notice to be
            given to an Optionee will be addressed to the Optionee at the
            address provided to the Company by the Optionee. Any such notice
            will be deemed to have been duly given if and when enclosed in a
            properly sealed


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            envelope, addressed as aforesaid, registered and deposited, postage
            and registry fee prepaid, in a post office or branch post office
            regularly maintained

      (l)   Other Provisions. The Option Agreement may contain such other terms,
            provisions and conditions, including such special forfeiture
            conditions, rights of repurchase, rights of first refusal and other
            restrictions on Transfer of Option Stock issued upon exercise of any
            Options granted hereunder, not inconsistent with this Plan, as may
            be determined by the Committee in its sole discretion.

      (m)   Formula Options. On the date on which the Board appoints, or the
            stockholders of the Company elect, a person who is not an employee
            of the Company as a member of the Board for the first time, such
            director will be granted a Formula Option to purchase 1,000 shares
            of Stock. Immediately after the completion of each annual meeting of
            the stockholders of the Company, each member of the Board who is not
            an employee of the Company will be awarded a Formula Option to
            purchase 1,000 shares of Stock. Formula Options will have an Option
            Price equal to the Fair Market Value of the Stock as of the date of
            such grant. Except as otherwise specifically provided in this
            section 6(m), the terms of this Plan, including the vesting
            provisions of section 6(b), will apply to all Formula Options
            granted pursuant to this section 6(m).

7.    Proceeds from Sale of Stock.

      Cash proceeds from the sale of shares of Option Stock issued from time to
      time upon the exercise of Options granted pursuant to this Plan will be
      added to the general funds of the Company and as such will be used from
      time to time for general corporate purposes.

8.    Modification, Extension and Renewal of Options.

      Subject to the terms and conditions and within the limitations of this
      Plan, and except with respect to Formula Options, the Committee may
      modify, extend or renew outstanding Options granted under this Plan, or
      accept the surrender of outstanding Options (to the extent not theretofore
      exercised) and authorize the granting of new Options in substitution
      therefor (to the extent not theretofore exercised). Notwithstanding the
      foregoing, however, no modification of any Option will, without the
      consent of the holder of the Option, alter or impair any rights or
      obligations under any Option theretofore granted under this Plan.

9.    Amendment and Discontinuance.

      The Board may amend, suspend or discontinue this Plan at any time or from
      time to time; provided that no action of the Board will cause ISOs granted
      under this Plan not to comply with Section 422 of the Code unless the
      Board specifically declares such action to be made for that purpose and
      provided further that no such action may, without the approval of the
      stockholders of the Company, materially increase (other than by reason of
      an adjustment pursuant to section 5(b) hereof) the maximum aggregate
      number of shares of Option Stock in


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      the Option Pool that may be issued under Options granted pursuant to this
      Plan or materially increase the benefits accruing to Plan participants or
      materially modify eligibility requirements for the participants. Provided,
      further, that the provisions of section 6(m) hereof may not be amended
      more often than once during any six (6) month period, other than to
      comport with changes in the Code, the Employee Retirement Income Security
      Act, or the rules and regulations thereunder. Moreover, no such action may
      alter or impair any Option previously granted under this Plan without the
      consent of the holder of such Option.

10.   Plan Compliance with Rule 16b-3.

      With respect to persons subject to Section 16 of the Securities Exchange
      Act of 1934, transactions under this plan are intended to comply with all
      applicable conditions of Rule 16b-3 or its successors under the 1934 Act.
      To the extent any provision of the plan or action by the plan
      administrators fails so to comply, it shall be deemed null and void, to
      the extent permitted by law and deemed advisable by the plan
      administrators.

11.   Copies of Plan.

      A copy of this Plan will be delivered to each Optionee at or before the
      time he or she executes an Option Agreement.

***
Date Plan Adopted by Board of Directors:       January 28, 2002,
Date Plan Approved by Stockholders:            April 4, 2002

Date Plan Amended by the Board of Directors:   July 25, 2003 and March 29, 2004
Date Amendments Approved by Stockholders:      June 2, 2004


IPEC Holdings Inc. 2002 Stock Option Plan - Page 12 of 12